Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6309)
January 11, 2023
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,
Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 93RD ANNUAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 93rd Annual Shareholders Meeting of Tomoe Engineering Co., Ltd. (the“Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing by mail or through electromagnetic means such as theInternet, etc. Please review the attached “Reference Documents for the Shareholders Meeting,” andexercise your voting rights using one of the methods written on page 3 (Japanese original) by 5:30 p.m.
on Thursday, January 26, 2023, Japan time.
1. Date and Time:

Friday, January 27, 2023 at 10:00 a.m., Japan time

2. Place:“Diamond 30” on the 30th floor of the Main Tower of Shinagawa Prince Hotellocated at 10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
93rd Fiscal Year (from November 1, 2021 to October 31, 2022) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Committee of
the Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 93rd Fiscal Year(from November 1, 2021 to October 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Five Directors (excluding Directors serving as Audit & Supervisory
Committee Members)
Proposal 4:
Election of Four Directors serving as Audit & Supervisory Committee Members
Proposal 5:
Election of One Substitute Director serving as Audit & Supervisory Committee
Member
Proposal 6:
Revision of the Amount of Remuneration, etc. for Directors (excluding
Directors serving as Audit & Supervisory Committee Members)
Proposal 7:
Revision of the Amount of Remuneration, etc. for Directors serving as Audit &Supervisory Committee Members
Proposal 8:
Payment of Bonuses to Officers
Proposal 9:Continuation of Countermeasures against Large-Scale Purchases, Etc. of theCompany’s Shares, etc. (Takeover Defense Measures)-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception

desk. Also, for the purposes of resource conservation, please bring this notice along with you.
◎ Should the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.tomo-e.co.jp/).
◎ From among the documents to be attached to this notice, the Consolidated Statements of Changes inShareholders’ Equity of the Consolidated Financial Statements and Notes to the Consolidated Financial
Statements as well as the Non-consolidated Statements of Changes in Shareholders’ Equity of the Nonconsolidated Financial Statements and Notes to the Non-consolidated Financial Statements are posted on
the Company’s website (https://www.tomo-e.co.jp/) in accordance with laws and ordinances and theprovisions in Article 14 of the Articles of Incorporation of the Company. Therefore, they are not stated in
the Appendix provided with this notice. The Consolidated Financial Statements and Non-consolidated
Financial Statements stated in the Appendix provided with this notice are part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by the Audit &Supervisory Committee and the Accounting Auditor in preparing audit reports and accounting audit
reports, respectively.

-2-

Reference Documents for the Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy, the Company will implement appropriate and stable dividends while seeking toincrease internal reserves to reinforce its financial position and management foundation, and byconsidering consolidated operating results, the group’s medium-term business strategy and otherfactors in a comprehensive manner.
Based on the above policy, the Company proposes a year-end dividend of 28 yen per share for thecurrent fiscal year, an increase of 3 yen per share from the previous fiscal year, taking into consideration
the status of its financial position, operating results for the fiscal year ended October 31, 2022, and thefuture outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof28 yen per share of the Company’s common stock, in a total amount of 279,391,280 yen
As the Company has already paid the interim dividend of 25 yen per share, the annual dividend forthe fiscal year ended October 31, 2022 will amount to 53 yen per share.
(2) The date on which dividends of retained earnings become effective
January 30, 2023
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 2,000,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 2,000,000,000 yen-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) In accordance with the enforcement of the amended provisions stipulated in the proviso of Article
1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No.
70 of 2019) on September 1, 2022, which provides for the establishment of a system for theelectronic provision of materials for general meetings of shareholders, the Company will establish
new provisions that will enable the Company to electronically provide reference documents forgeneral meetings of shareholders, as well as limit the scope of matters to be included in the paper
copy to be sent to shareholders who have requested it. (Article 14 of the proposed amendments)
In addition, the current provisions on Internet disclosure and deemed provision of reference
documents for general meetings of shareholders, etc. will become unnecessary and will therefore
be deleted, and supplementary provisions regarding the transitional measures accompanying thesechanges will be newly established. (Article 14 of the current Articles of Incorporation, Paragraphs
2 and 3 of the Supplementary Provisions to the Proposed Amendment)(2) The Company will introduce an executive officer system to promote the separation ofmanagement’s supervisory functions from its business execution functions and clarify the divisionof responsibilities, thereby enhancing each function and improving corporate governance.
Accordingly, the following necessary changes will be made to the current Articles of Incorporation.
1) The convener and the chairperson for general meetings of shareholders shall be changed fromthe president and director to the president and representative director. (Article 13 of the proposed
amendments)
2) In order to improve the efficiency and speed of management following the introduction of theexecutive officer system, the maximum number of directors is to be reduced. (Article 18 of the
proposed amendments)
3) The proposal clarifies the functions of representative directors as representing the Company
externally and executing the Company’s business. (Article 21, Paragraph 2 of the proposed
amendments)
4) The provision for directors with specific titles shall be removed, and provisions for executive
officers and executive officers with specific titles shall be newly established. (Article 22 of thecurrent Articles of Incorporation and Article 28 of the proposed amendments)
5) The proposal specifies that the president shall be selected from among the representative
directors. (Article 28, Paragraph 2 of the proposed amendments)(3) Changes to the wording, article numbers, and other elements of the Articles of Incorporation shallbe carried out to the extent necessitated by the newly established provisions and changes to anddeletions of the existing provisions mentioned above.
2. Details of amendments
Details of the proposed amendments are as follows.
The partial amendments to the Articles of Incorporation under this proposal shall become effectiveat the conclusion of this Annual Shareholders Meeting.

-4-

(Underlined parts are amended.)
Current Articles of Incorporation

Proposed Amendments

Chapter 3 General Meetings of Shareholders

Chapter 3 General Meetings of Shareholders(Convener and Chairman)
Article 13 The president and director shallconvene general meetings ofshareholders as the chairperson;(2) If the president and director cannot
attend such meetings or the position of
the president and director is vacant, oneof the other directors shall convene thegeneral meetings of shareholders and act
as chairperson in order of precedence
previously determined by the Board of
Directors.

(Convener and Chairman)
Article 13 The president and representative
director shall convene general meetingsof shareholders as the chairperson;(2) If the president and representative
director cannot attend such meetings or
the position of the president andrepresentative director is vacant, one ofthe other directors shall convene thegeneral meetings of shareholders and act
as chairperson in order of precedence
previously determined by the Board of
Directors.

(Internet Disclosure and Deemed Presentation ofReference Documents for General Meetings ofShareholders)
Article 14 When convening the general
meetings of shareholders, it may bedeemed that the Company has provided
shareholders with the necessary
information as described or indicated in
the reference documents for general
meetings of shareholders, business
reports, accounting reports, andconsolidated financial statements on thecondition that such information isdisclosed via the Internet in accordancewith the Ministry of Justice Ordinances.

(Newly established)(Deleted)(Measures for Electronic Provision, Etc.)
Article 14 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
(2). Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to shareholders who haverequested it by the record date for voting
rights.

-5-Current Articles of Incorporation

Proposed Amendments

Chapter 4 Directors and Board of Directors(Number)
Article 18 The number of directors (excluding
directors serving as Audit & Supervisory
Committee Members) of the Company
shall not exceed twelve (12).

Chapter 4 Directors, Board of Directors andExecutive Officers(Number)
Article 18 The number of directors (excluding
directors serving as Audit & Supervisory
Committee Members) of the Company
shall not exceed seven (7).

(Representative Directors)(Representative Directors)

Article 21. Representative directors shall beelected from among directors (excluding
directors serving as Audit & Supervisory
Committee Members) by a resolution of
the Board of Directors.

Article 21(2) The president and representative
director shall represent the Company andexecute the Company’s business.

(Newly established)(Directors with Specific Titles)
Article 22.The Board of Directors may elect one(1) chairperson and one (1) director,
president and director, and one (1) or
more vice presidents and directors,
senior managing directors, and managing
directors.

(Deleted)

Articles 22-27 (Unchanged)

Articles 23-28 (Omitted)(Newly established)(Supplementary Provisions)With respect to any acts performed prior to theconclusion of the 87th ordinary general meetingof shareholders, the Board of Directors of theCompany may, pursuant to the provisions ofparagraph 1 of Article 426 of the Corporate Law,pass a resolution to exempt corporate auditors(including former corporate auditors) fromliability for any damage that may result fromfailure to execute their duties to the extent
required by laws and ordinances.

(Unchanged)(Executive Officers)
Article 28 The Company may elect executive
officers and assign them to execute theCompany’s business by a resolution of
the Board of Directors.
(2) The Board of Directors may, by its
resolution, elect the president fromamong the representative directors, andone (1) or more other executive officers
with specific titles from among executive
officers.
(Supplementary Provisions)(Unchanged)-6-Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendments(2) Notwithstanding the provisions of Article 14 of
the Articles of Incorporation (Measures forElectronic Provision, Etc.), the Article 14 before
the change (Internet Disclosure and Deemed
Presentation of Reference Documents for
General Meetings of Shareholders) shall remain
in force with respect to a general meeting ofshareholders held on or before February 28,
2023.
(3) Supplementary provisions (2) and (3) shall bedeleted on March 1, 2023, or after three months
have elapsed from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-7-

Proposal 3:

Election of Five Directors (excluding Directors serving as Audit & Supervisory Committee
Members)

The term of office of all ten Directors (excluding Directors serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this Annual
Shareholders Meeting. Accordingly, the election of five Directors is proposed. With regard to this proposal,
based on the Nomination & Remuneration Advisory Committee’s report and the Audit & Supervisory
Committee’s opinion, all candidates have been deemed to qualify as a Director of the Company after eachcandidate’s execution of duties, performance and remarks made at the Board of Directors during the fiscal
year ended October 31, 2022, and past experience, etc. were reviewed.
The candidates for Directors are as follows:
Attributes

Attendance at Boardof Directors
meetings

Senior Managing Director
General Manager, Machinery & Equipment
Div.

Reappointment100%(22/22)

Akiyoshi Shinoda

Managing Director
General Manager, Chemical Products Div.

Reappointment100%(22/22)

Tetsuyuki Azuma

Director
Deputy General Manager, Chemical Products
Div. (in charge of Advanced Materials Dept.,
Industrial Materials Dept., and Minerals Dept.)

Reappointment100%(22/22)

4

Osamu Fujii

Director
In charge of General Affairs Div. and Business
Coordination Div. and General Manager,
General Affairs Div.

Reappointment100%(22/22)

5

Kazuyuki Kitta

General Manager, Accounting Div.

New appointment―

Current positions and responsibilities, etc.
at the Company

No.

Name

1

Akitomo Tamai

2
3

New appointment
Reappointment
Outside Director
Independent Officer

Candidate for new Director
Candidate for reappointment as Director
Candidate for Outside Director
Candidate for independent officer stipulated by stock exchanges, etc.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)

November 2012
January 2013

Reappointment

1
November 2017
January 2018
January 2021

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd.
President, Tomoe Trading (Shenzhen) Co., Ltd.
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.)
Managing Director
General Manager, Chemical Products Div.
Senior Managing Director (current position)
General Manager, Machinery & Equipment Div.
(current position)

Number ofshares of theCompany
held

25,030(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business and chemical products business. Since assuming office as a Director in January
2011, he has duly performed duties in general as Director. Therefore, the Company believes that he is qualified as a
Director of the Company and reappoints him as a candidate for Director.

April 1985
September 1989
November 2011
April 2014
January 2015

Akiyoshi Shinoda(August 23, 1961)

April 2015

Reappointment

2

January 2018

January 2021

March 2021

Joined Nippon Kaiji Kentei Kyokai
Joined the Company
General Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., Chemical
Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,
Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Electronic
Materials Dept., and Fine Chemicals Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Fine Chemicals Dept., Electronic
Materials Dept., and Plastics Dept.)
President, Tomoe Butsuryu Co., Ltd.
Managing Director of the Company (current
position)
General Manager, Chemical Products Div. (current
position)
President, Tomoe Trading (Shenzhen) Co., Ltd.
(current position)

21,592(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2015, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him
as a candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1984
November 2009
January 2018

Tetsuyuki Azuma(August 16, 1960)

April 2018

Reappointment

3

November 2019

January 2021

Joined the Company
General Manager, Advanced Materials Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.) and General Manager,
Advanced Materials Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Industrial
Materials Dept., and Minerals Dept.) (current
position)
President, Tomoe Butsuryu Co., Ltd. (current
position)

Number ofshares of theCompany
held

10,391(Reasons for selecting the candidate for Director)
Mr. Tetsuyuki Azuma has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2018, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him
as a candidate for Director.

April 1987
April 2013
January 2020
Osamu Fujii(December 10,
1963)
Reappointment

4

November 2020
January 2022

Joined the Company
General Manager, General Affairs Div.
Director (current position)
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div.
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div. (current position)

9,675(Reasons for selecting the candidate for Director)
Mr. Osamu Fujii has abundant operational knowledge and experience on the Company’s overall business with focus on
the administrative division. Since assuming office as a Director in January 2020, he has duly performed duties in general
as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a
candidate for Director.

- 10 -

No.

Name(Date of birth)

Kazuyuki Kitta(January 5, 1964)5

New appointment

Past experience, positions and responsibilities
April 1987
April 2015
February 2019
November 2019

Joined The Fuji Bank, Limited
General Manager of Sendai Branch, Mizuho Bank,
Ltd.
Joined the Company
General Manager, Accounting Div. (current
position)

Number ofshares of theCompany
held

197(Reasons for selecting the candidate for Director)
Mr. Kazuyuki Kitta has abundant knowledge and experience on finance and accounting. Therefore, the Company expects
that he is capable of duly performing his duties as a Director and appoints him as a candidate for Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering Officer
Shareholding Association or the Tomoe Engineering Employee Shareholding Association.
3. The Company has concluded a directors and officers liability insurance policy provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. Any damage that may arise as a result of an insured person assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability shall be coveredby the said insurance policy, provided, however, that there are exemptions that damage arising from the insured person’s
acts committed with the knowledge that they are in violation of laws and regulations shall be outside the scope ofcoverage. The insurance premiums are fully borne by the Company for all insured persons. If this proposal is approved
as originally proposed, each candidate will become an insured person under the said insurance policy. Furthermore, atthe next renewal, the Company plans to renew the insurance policy with the same contents.

- 11 -

Proposal 4:

Election of Four Directors serving as Audit & Supervisory Committee Members

The term of office of all four Directors serving as Audit & Supervisory Committee Members will expire at
the conclusion of this Annual Shareholders Meeting. Accordingly, the election of four Directors serving as
Audit & Supervisory Committee Members is proposed.
The Audit & Supervisory Committee has given its consent to this proposal.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:

Current positions and responsibilities, etc.
at the Company

No.

Name

1

Toshiaki Yakura

Attributes

Attendance atBoard ofDirectors
meetings

Attendance at
Audit &
Supervisory
Committee
meetings

Director
In charge of Accounting Div. andManagement Planning Dept.

New appointment100%(22/22)―

Kenji Yahiro

Outside Director (Director serving as
Audit & Supervisory Committee
Member)Reappointment
Outside Director
Independent Officer100%(22/22)100%(14/14)

3

Tatsuo Hasunuma

Outside Director (Director serving as
Audit & Supervisory Committee
Member)Reappointment
Outside Director
Independent Officer100%(22/22)100%(14/14)

4

Rei Sugihara

New appointment
Outside Director
Independent Officer

―

―

2

New appointment
Reappointment
Outside Director
Independent Officer―

Candidate for new Director
Candidate for reappointment as Director
Candidate for Outside Director
Candidate for independent officer stipulated by stock exchanges, etc.

- 12 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April 1981
April 2008
October 2012

Toshiaki Yakura(May 31, 1958)
New appointment

April 2014
January 2015

1
November 2019

Joined The Fuji Bank, Limited
General Manager, Americas Business Operations
Department, Mizuho Corporate Bank, Ltd.
Joined the Company
General Manager assistant to Accounting Div.
General Manager, Accounting Div.
Director (current position)
In charge of Accounting Div. and Management
Planning Dept. and General Manager, Accounting
Div.
In charge of Accounting Div. and Management
Planning Dept. (current position)

Number ofshares of theCompany
held

15,015(Reasons for selecting the candidate for Director)
Mr. Toshiaki Yakura has experience as a Director in charge of Accounting Div. and Management Planning Dept. afterworking in the Accounting Div. of the Company, and has financial, accounting and legal knowledge necessary for the
execution of duties. Therefore, the Company believes that he is qualified and appoints him as a candidate for Director
serving as Audit & Supervisory Committee Member.

April 1983
April 2014
Kenji Yahiro(November 24,
1959)

2

Reappointment
Outside Director
Independent
Officer

April 2017
April 2018

April 2020
January 2021

Joined Yasuda Life Insurance Company
General Manager, Contract Services Div., Meiji
Yasuda Life Insurance Company
Director and General Manager, Underwriting Div.,
Meiji Yasuda General Insurance Co., Ltd.
Executive Officer and General Manager,
Underwriting Div., Meiji Yasuda General InsuranceCo., Ltd.
Deputy Manager, Business Support Div., Meiji
Yasuda Office Partners Co., Ltd.
Outside Director (Director serving as Audit &Supervisory Committee Member) of the Company(current position)

1,193(Reasons for selecting the candidate for Outside Director and overview of expected roles)
Mr. Kenji Yahiro has long been engaged in life insurance and general insurance, and has experience in corporate
management. He has fulfilled an appropriate role in supervising the business execution as an Outside Director by
expressing his opinions as necessary from his professional viewpoint at Board of Directors meetings. Therefore, theCompany believes that he will be able to perform his duties appropriately as an Outside Director, and reappoints him as a
candidate for Outside Director serving as Audit & Supervisory Committee Member. The Company expects that if he iselected, he will continue to fulfill the above roles.

April 1971
July 2002
Tatsuo Hasunuma(September 8,
1952)

3

Reappointment
Outside Director
Independent
Officer

July 2008
July 2012
September 2013
January 2019

Joined the Tokyo Regional Taxation Bureau
Professor, Research Department, National Tax
College
Chief Examiner, Second Examination Group, Tokyo
Regional Taxation Bureau
District Director, Nerima-nishi Tax OfficeOpened Tatsuo Hasunuma Certified Public Tax
Accountant Office (to the present)
Outside Director (Director serving as Audit &Supervisory Committee Member) of the Company(current position)

1,050(Reasons for selecting the candidate for Outside Director and overview of expected roles)
Although Mr. Tatsuo Hasunuma has never been directly involved in corporate management except as an Outside Director,
he has long been engaged in corporate taxation. He has fulfilled an appropriate role in supervising the business execution
as an Outside Director by expressing his opinions as necessary from his professional viewpoint at Board of Directors
meetings. Therefore, the Company believes that he will be able to perform his duties appropriately as an Outside Director,
and reappoints him as a candidate for Outside Director serving as Audit & Supervisory Committee Member. The Company
expects that if he is elected, he will continue to fulfill the above roles.

- 13 -

No.

Name(Date of birth)

Past experience, positions and responsibilities

Number ofshares of theCompany
held

April 1986
April 1995

Rei Sugihara(October 25, 1958)

4

New appointment
Outside Director
Independent
Officer

Appointed Assistant Judge, Tokyo District Court
Registered as Attorney-at-law, Tokyo Bar
Association
January 1996
Joined Koga Sogo Law Office
Koga Sogo Law Office Renamed Kasumi Sogo Law
June 2006
OfficePartner lawyer (to the present)
March 2015
Outside Audit & Supervisory Board Member,
TACHIKAWA CORPORATION (current position)
June 2020
Outside Director and Audit & Supervisory
Committee Member, Ushio Inc. (current position)(Significant concurrent positions)
Outside Audit & Supervisory Board Member, TACHIKAWA
CORPORATION
Outside Director and Audit & Supervisory Committee Member, Ushio
Inc.

0(Reasons for selecting the candidate for Outside Director and overview of expected roles)
Although Ms. Rei Sugihara has never been directly involved in corporate management except as an Outside Director, she
is well versed in corporate legal affairs as an attorney-at-law. Based on her abundant experience and knowledge, theCompany expects that she will play an appropriate role in supervising the business execution as an Outside Director of
the Company, and appoints her as a candidate for Outside Director serving as Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering Officer
Shareholding Association.
3. Messrs. Kenji Yahiro, Tatsuo Hasunuma and Ms. Rei Sugihara are candidates for Outside Directors.
4. Messrs. Kenji Yahiro and Tatsuo Hasunuma satisfy the criteria for independence of outside officers stipulated by theCompany, in addition to the criteria for independent officers stipulated by the Tokyo Stock Exchange. Therefore, theCompany believes that each candidate’s independence has been fully secured. If this proposal is approved, the Company
will once again notify the Tokyo Stock Exchange of each candidate as an independent officer stipulated by the Exchange.
In addition, Ms. Rei Sugihara also satisfies the criteria for independence of outside officers stipulated by the Company,in addition to the criteria for independent officers stipulated by the Tokyo Stock Exchange. Therefore, the Company
believes that her independence has been fully secured. If this proposal is approved, the Company will notify the Tokyo
Stock Exchange of her as an independent officer stipulated by the Exchange.
5. Messrs. Kenji Yahiro and Tatsuo Hasunuma are currently serving as Outside Directors serving as Audit & Supervisory
Committee Members. They will have served as Outside Directors serving as Audit & Supervisory Committee Members
for two years and four years, respectively, at the conclusion of this Annual Shareholders Meeting.
6. There are no special interests between TACHIKAWA CORPORATION, where Ms. Rei Sugihara serves as an Outside
Audit & Supervisory Board Member, and the Company, or between Ushio Inc., where she serves as Outside Director,
and the Company, and the Company.
7. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Messrs. Kenji Yahiro and Tatsuo Hasunuma, current Directors serving as Audit & Supervisory Committee
Members, to limit their liabilities stipulated in Article 423, Paragraph 1 of the Companies Act. The limit on liability fordamages under the agreement is the minimum liability amount specified in Article 425, Paragraph 1 of the Companies
Act. If this proposal is approved and the two candidates are reelected as Directors serving as Audit & Supervisory
Committee Members, the Company intends to enter into liability limitation agreements with each of them under thesame terms and conditions. In addition, if this proposal is approved and Mr. Toshiaki Yakura and Ms. Rei Sugihara areelected as Directors serving as Audit & Supervisory Committee Members, the Company intends to enter into liability
limitation agreements with each of them under the same terms and conditions.
8. The Company has concluded a directors and officers liability insurance policy provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. Any damage that may arise as a result of an insured person assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability shall be coveredby the said insurance policy, provided, however, that there are exemptions that damage arising from the insured person’s
acts committed with the knowledge that they are in violation of laws and regulations shall be outside the scope of- 14 -

coverage. The insurance premiums are fully borne by the Company for all insured persons. If this proposal is approved
as originally proposed, each candidate will become an insured person under the said insurance policy. Furthermore, atthe next renewal, the Company plans to renew the insurance policy with the same contents.

- 15 -

Proposal 5:

Election of One Substitute Director serving as Audit & Supervisory Committee
MemberIn preparation for the contingency that the number of Directors serving as Audit & Supervisory Committee
Members falls below the number stipulated by laws and ordinances, the election of one Substitute Director
serving as Audit & Supervisory Committee Member is proposed. The resolution of this proposal will expire at
the beginning of the annual shareholders meeting held for the last business year ending within two years after
the resolution.
The Audit & Supervisory Committee has given its consent to this proposal.
The candidate for Substitute Director serving as Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions and responsibilities
April 1984
July 2009

Takashi Sato
(September 21,
1961)
Outside Director
Independent
Officer

July 2010
July 2018

July 2020

July 2021
September 2022

Joined the Tokyo Regional Taxation Bureau
Professor, General Education Department, National Tax
College
Professor, Research Department, National Tax College
Director, Fourth Division, Information and Examination
Division, First Taxation Department, Tokyo Regional
Taxation Bureau
Director, International Division (Criminal Investigation),
Criminal Investigation Department, Tokyo Regional Taxation
BureauDistrict Director, Meguro Tax OfficeOpened Takashi Sato Certified Public Tax Accountant Office(to the present)

Number ofshares of theCompany held

0

(Reasons for selecting the candidate for Substitute Outside Director and overview of expected roles)
Although Mr. Takashi Sato has never been directly involved in corporate management, he has long been engaged in corporate
taxation. Based on his abundant experience and knowledge, the Company expects that he will fulfill an appropriate role in supervising
the business execution as an Outside Director of the Company, and appoints him as a candidate for Substitute Outside Director serving
as Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Takashi Sato is a candidate for Outside Director.
3. Mr. Takashi Sato satisfies the criteria for independence of outside officers stipulated by the Company, in addition to thecriteria for independent officers stipulated by the Tokyo Stock Exchange. Therefore, the Company believes that his
independence has been fully secured.
4. In the event that Mr. Takashi Sato assumes office as a Director serving as Audit & Supervisory Committee Member, theCompany will, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, enter into an agreement tolimit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act. The limit on liability fordamages under the agreement will be the minimum liability amount specified in Article 425, Paragraph 1 of theCompanies Act.
5. The Company has concluded a directors and officers liability insurance policy provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. Any damage that may arise as a result of an insured person assuming
liability for the execution of his or her duties or receiving a claim related to the pursuit of such liability shall be coveredby the said insurance policy, provided, however, that there are exemptions that damage arising from the insured person’s
acts committed with the knowledge that they are in violation of laws and regulations shall be outside the scope ofcoverage. The insurance premiums are fully borne by the Company for all insured persons. If Mr. Takashi Sato assumes
office as a Director serving as Audit & Supervisory Committee Member, he will become an insured person under thesaid insurance policy. Furthermore, at the next renewal, the Company plans to renew the insurance policy with the samecontents.

- 16 -

Proposal 6:

Revision of the Amount of Remuneration, etc. for Directors (excluding Directors serving as
Audit & Supervisory Committee Members)

The 87th Annual Shareholders Meeting held on January 27, 2017 adopted a resolution to set the amount of
remuneration for Directors of the Company (excluding Directors serving as Audit & Supervisory Committee
Members) at 20 million yen or less per month (10 persons were eligible for payment as of the date of resolution),and the resolution remains valid. Subject to the approval of Proposal 2: Partial Amendments to the Articles ofIncorporation, however, the Company is to introduce an executive officer system. Taking into consideration
the change in the number and composition of Directors and the further increase in the roles and responsibilities
of Directors against the backdrop of recent changes in the economic situation and business environment, theCompany proposes to revise the amount of remuneration for Directors (excluding Directors serving as Audit& Supervisory Committee Members) to 16 million yen or less per month.
There are ten Directors (excluding Directors serving as Audit & Supervisory Committee Members). If
Proposal 2 and Proposal 3 are approved as originally proposed, the Company will have five Directors(excluding Directors serving as Audit & Supervisory Committee Members).
The Company has formulated a policy for determining the remuneration of individual Directors (excluding
Directors serving as Audit & Supervisory Committee Members), an overview of which is stated on pages 51
to 52 (Japanese original). The Board of Directors has confirmed that, with respect to the remuneration ofindividual Directors (excluding Directors serving as Audit & Supervisory Committee Members) for the fiscal
year under review, the method of determination and the details of the remuneration were in line with theaforementioned policy, and that the report from the Nomination & Remuneration Advisory Committee has
been respected. The Board of Directors has thus determined that the remuneration of the individual Directors(excluding Directors serving as Audit & Supervisory Committee Members) conforms to the said determination
policy.
Furthermore, the resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as originally proposed and the amendments to the
Articles of Incorporation become effective as a result of the resolution of Proposal 2.
Proposal 7:

Revision of the Amount of Remuneration, etc. for Directors serving as Audit & Supervisory
Committee Members

The 87th Annual Shareholders Meeting held on January 27, 2017 adopted a resolution to set the amount of
remuneration for Directors serving as Audit & Supervisory Committee Members of the Company at 5 million
yen or less per month (4 persons were eligible for payment as of the date of resolution), and the resolution
remains valid. However, taking into consideration the increasing roles of Directors serving as Audit &Supervisory Committee Members in ensuring the effectiveness of the corporate governance system, and theneed to attract talent with knowledge, expertise, and experience that will contribute to the Company’ssustainable growth and medium- to long-term enhancement of corporate value, we propose to revise theamount of compensation to 7 million yen or less per month.
There are four Directors serving as Audit & Supervisory Committee Members. If Proposal 4 is approved
as originally proposed, the Company will have four Directors serving as Audit & Supervisory Committee
Members.
This proposal was determined with reference to various circumstances, including the scale of theCompany’s business, the number of Directors serving as Audit & Supervisory Committee Members, theremuneration system and its level of payment, etc., and the Company has concluded that the proposal isappropriate.
Having reviewed the responsibilities required of Directors serving as Audit & Supervisory Committee
Members and the nature of their remuneration, the Company proposes that, from the 94th fiscal year onward,
the payment of bonuses to Directors serving as Audit & Supervisory Committee Members be discontinued andonly fixed remuneration be paid within the above revised compensation amount.

- 17 -

Proposal 8:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2022 and other factors, paymentof bonuses to three Directors (excluding Directors serving as Audit & Supervisory Committee Members) and
four Directors serving as Audit & Supervisory Committee Members in the total amount of 95,021,000 yen(62,544,000 yen for Directors (excluding Directors serving as Audit & Supervisory Committee Members), and32,477,000 yen for Directors serving as Audit & Supervisory Committee Members) is proposed. Regarding
the amount to be paid to each Director, we would like to ask our shareholders to leave the decision on theamount to the Board of Directors for the amount paid to Directors (excluding Directors serving as Audit &Supervisory Committee Members) and to a discussion among Directors serving as Audit & Supervisory
Committee Members for the amount paid to Directors serving as Audit & Supervisory Committee Members.
The Company has formulated a policy for determining details of individual remuneration, etc. of Directors(excluding Directors serving as Audit & Supervisory Committee Members), and an overview of the said policy
is stated on pages 51 to 52 (Japanese original). The Nomination & Remuneration Advisory Committee and the
Audit & Supervisory Committee have confirmed that the procedures to decide the total amount of bonuses andthe specific method of calculation, etc. are in line with the said policy, and it is judged that this proposal isappropriate.
Proposal 9:Continuation of Countermeasures against Large-Scale Purchases, Etc. of the Company’s
Shares, etc. (Takeover Defense Measures)

At a meeting held on December 20, 2022, the Company’s Board of Directors determined a basic policy
regarding persons who are to control the determination of financial and business policies of the Company (asdefined in the introductory clause of Item 3 of Article 118 of the Regulations for Enforcement of the Companies
Act; hereinafter referred to as the “Basic Policy Concerning Company Control”). At the same meeting, theBoard of Directors also resolved to introduce the following countermeasures against large-scale purchases, etc.
of the Company’s shares (hereinafter referred to as the “Plan”) as efforts to prevent the determination offinancial and business policies of the Company from being controlled by an inappropriate person in light of
the Basic Policy Concerning Company Control (as defined in Article 118, Item 3, (b)-2 of the aforementioned
regulations).
The Plan, which was introduced based on the above resolution of the Board of Directors, will remain in
effect until the conclusion of the Company’s annual shareholders meeting scheduled for January 27, 2023
(hereinafter referred to as the “Annual Shareholders Meeting” in this proposal), and a proposal on thecontinuation of the Plan will be submitted to the shareholders at the Annual Shareholders Meeting.
Therefore, we request shareholders to agree to the purpose of the Plan, and approve the continuation of thePlan as described below in “III Details of the Plan (Efforts to Prevent Determination of Financial and Business
Policies of the Company from Being Controlled by an Inappropriate Person in Light of the Basic Policy
Concerning Company Control).” If this proposal does not receive affirmative votes representing a majority ofthe voting rights of the shareholders present at this Annual Shareholders Meeting, the Plan shall be abolishedat the conclusion of this Annual Shareholders Meeting.
The introduction and continuation of the Plan were unanimously approved at a meeting of the Company’s
Board of Directors, which included four Directors serving as Audit & Supervisory Committee Members (ofwhom three are Outside Directors).
Details
I Basic Policy Concerning Company Control
1 Basic Policy Regarding Persons Who Are to Control the Determination of Financial and Business Policies of
the Company
The Company believes that persons who are to control the determination of financial and business policiesof the Company should fully understand the Company’s management philosophy and business, maintain arelationship of trust with shareholders and various other stakeholders, and ensure and enhance the Company’s
corporate value and the common interests of shareholders over the medium to long term.
Given that the Company is a listed company, its shares are allowed to be freely traded on the stock market- 18 -

by numerous shareholders and investors. Therefore, we believe that in the event of a large-scale purchase ofshares that controls the determination of the Company’s financial and business policies, the final decision as
to whether or not to accept such a purchase offer should be made by the free will of the Company’s
shareholders.
However, when considering the purposes of some large-scale purchases of shares or proposals of largescale purchases of shares, some of them do not contribute to the corporate value of the target company or thecommon interests of its shareholders. For example, they may obviously damage the target company’s corporate
value and, in turn, the common interests of its shareholders, or effectively force shareholders to sell their shares.
To the extent permitted by the Companies Act and other applicable laws and regulations, as well as theCompany’s Articles of Incorporation, the Company will take appropriate measures against any person who
makes a large-scale purchase or proposes a large-scale purchase that could damage the Company’s corporate
value and, in turn, the common interests of the Company’s shareholders.
2 Supplementary Explanations of the Basic Policy
In the event that a party attempts to conduct a large-scale purchase, etc. aiming at taking control of thedetermination of the Company’s financial and business policies, it is essential that the large-scale purchaser
provide necessary and sufficient information in order for the Company’s shareholders to properly judge theimpact of such a large-scale purchase, etc. on the Company’s corporate value and, in turn, the common interestsof its shareholders. In order for the shareholders to make a proper judgment, we must provide them with not
only the information given by the large-scale purchaser, but also the outcome of the evaluation andconsideration by Board of Directors of the Company regarding the large-scale purchaser’s proposal.
Therefore, under the Plan, the Company will: (1) request the large-scale purchaser to provide necessary
and sufficient information for the shareholders to determine the merits and demerits of the proposal, (2) havethe Board of Directors evaluate and consider how the proposal of the large-scale purchaser will affect thecorporate value of the Company and, in turn, the common interests of its shareholders, and will offer, if
necessary, counter proposals as the Board of Directors such as management policies, etc. against the proposalby the large-scale purchaser, and negotiate or discuss with the large-scale purchaser regarding the Company’s
management policy, etc. and (3) establish the following procedures to ensure that shareholders have sufficient
time to decide on the merits and demerits of the large-scale purchase in light of the information and evaluations
described above, and take appropriate measures in case a large-scale purchase, etc. actually takes place,
In addition, as mentioned above, the Company believes that the final decision as to whether or not to accept
a large-scale purchase, etc. should be made based on the collective will of shareholders. Therefore, the Boardof Directors of the Company will not reject the large-scale purchase, etc. of the Company’s shares if theshareholders agree that the large-scale purchase, etc. will contribute to the corporate value of the Company
and the common interests of shareholders, after the shareholders have been provided with the sufficient timeand information necessary to examine the purpose and details of the large-scale purchase, etc. and to decideon its merits and demerits in advance through the procedures stipulated in the Plan.
In order to respect the collective will of all shareholders, as long as the large-scale purchaser complies withthe procedures stipulated in the Basic Policy, the Company shall hold a general meeting of shareholders before
the Company’s Board of Directors implements countermeasures under the Plan, as a forum for the shareholdersof the Company to express their intentions regarding whether or not to accept the large-scale purchase, etc.
(hereinafter referred to as the “General Shareholders’ Meeting to Confirm Shareholders’ Intentions”). If theshareholders express their intention to approve the large-scale purchase, etc., that is, if the proposal for theCompany to take countermeasures against the large-scale purchase, etc. is not approved by an ordinary
resolution at the General Shareholders’ Meeting to Confirm Shareholders’ Intentions, the Board of Directorsof the Company will not take any action to prevent such a large-scale purchase, etc., as long as the large-scalepurchase, etc. is conducted in accordance with the conditions and details disclosed in accordance with the Plan.
Accordingly, the countermeasures based on the Plan (specifically, the gratis allotment of stock acquisitionrights) will be implemented with utmost respect for the recommendations of the Independent Committee only
if (a) approval for the implementation of the countermeasures is obtained at the General Shareholders’ Meeting
to Confirm Shareholders’ Intentions and the large-scale purchaser (defined in III below) does not withdraw thebid for large-scale purchase, etc., or (b) the large-scale Purchaser does not comply with the procedures
described in III below.
II Special Initiatives that Contribute to the Achievement of the Basic Policy
1 Initiatives to enhance corporate value and the common interests of our shareholders(1) Our Management Philosophy and Management Policy- 19 -

Our management philosophy is to grow and develop with creativity and founding spirit, creating aprosperous future for all people involved with the Company; contribute to society by providing advanced
technology and products of superb quality to customers; and provide employees with the chance to live
fulfilling lives. To these ends, we will manufacture and sell machines based on solid-liquid centrifugal
separation technology and import and sell unique raw materials for the chemical industry.
(2) Medium-term management plan to realize the management policy
In the medium-term management plan “For Sustainable Future” (November 2022 - October 2025)
announced on December 14, 2022, the Basic Policy and performance plan are set forth as follows. For further
details, please refer to “The Formulation of the Medium-Term Management Plan (November 2022 - October2025)” (in Japanese only) at (https://www.tomo-e.co.jp/ir/13th_chukei.pdf).
1. Basic Policy
In this increasingly uncertain business environment that surrounds the Group, we aim to create new value
not bound by existing frameworks and achieve sustainable growth using our global business base, networks,
diverse knowledge, and diversity as our strengths, and proactively tackle common global issues such as the
SDGs and decarbonization, to continue transformation and growth, improving our business performance andcorporate value for a sustainable future.
We aim to improve our profitability through our management philosophy to “provide advanced technology
and products of superb quality and contribute to society,” and enhance our corporate value by obtaining
favorable valuation from the securities market through coexistence and co-prosperity with our customers
and other stakeholders and return of profits to our shareholders, and by achieving sustainable growth anddevelopment as well.
2. Performance plan
In the machinery and equipment business, we will work to improve profitability by promoting production
system reforms and expanding our overseas business by strengthening sales in the Chinese market,
enhancing sales capabilities in the U.S. market, and developing new markets. In addition, we will drive
forward initiatives related to the SDGs and decarbonization, including expansion into renewable energy
fields such as binary power generation systems.
In the chemical products business, we will promote overseas business expansion by expanding business inSoutheast Asia, centered on Thailand, expanding in European countries with the Czech Republic as our base,and finding new suppliers. In addition, as part of our efforts to address the SDGs and decarbonization, we
will aggressively market products and services in the fields of renewable energy (such as wind power andsolar power generation), EVs, and the power semiconductors that support EVs.
Through these measures, we aim to achieve consolidated net sales of 50 billion yen and ordinary incomeof 4 billion yen for the fiscal year ending October 31, 2025 (the 96th fiscal year), which is the final year of
the plan, and we will disseminate this objective throughout the Group under the title “For Sustainable Future.”
2 Initiatives related to corporate governance(1) The Company’s basic approach to corporate governanceIn order to continuously increase corporate value and meet the expectations of our shareholders and otherstakeholders, the Company respects the intent of the Corporate Governance Code and recognizes that
effective corporate governance is an important management issue, the basis of which is “prompt, efficient,and proactive business management” and “ensuring sound and transparent management.” Recognizing ourown social responsibility, we will work together with our group companies to put these principles into
practice in accordance with our corporate philosophy, management guidelines, and code of conduct.
(2) Overview of the Company’s corporate governance system and reasons for adopting such a system
In order to further enhance its corporate governance system by strengthening the auditing and supervisory
functions of the Board of Directors, the Company has adopted an institutional design of a company with anaudit & supervisory committee.
The Company’s corporate governance system ensures the effectiveness of corporate governance by
establishing the Audit & Supervisory Committee, which includes several independent Outside Directors andconducts audits and supervision from an independent and objective standpoint, as well as through cooperation- 20 -

with various committees, including the Nomination & Remuneration Advisory Committee, which theCompany has established on a voluntary basis. The Company believes that this is the most effective way toensure the effectiveness of corporate governance at present.

III Details of the Plan (Efforts to Prevent Determination of Financial and Business Policies of the Company
from Being Controlled by an Inappropriate Person in Light of the Basic Policy Concerning Company Control)
1 Purpose and Outline of the Plan
The Plan is introduced in line with the aforementioned “Basic Policy Concerning Company Control” forthe purpose of maximizing the Company’s corporate value and, in turn, the common interests of shareholders.
The Board of Directors of the Company believes that the decision as to whether or not to accept a largescale purchase, etc. should ultimately rest with the shareholders from the viewpoint of maximizing thecorporate value of the Company and, in turn, the common interests of its shareholders. For this purpose, theCompany has established the Plan to set the rules for large-scale purchases, etc. of the Company’s shares, etc.,
and will request the large-scale purchaser to provide the necessary and sufficient information regarding thelarge-scale purchase, etc. before conducting it. In addition, the Company will secure sufficient time for the
Board of Directors to fully evaluate and examine the information related to the large-scale purchase, etc.,
negotiate with the large-scale purchaser, and present an alternative proposal to shareholders. When the Boardof Directors of the Company is to implement countermeasures under the Plan, as long as the large-scalepurchaser complies with the procedures set forth in the Policy, the Board of Directors shall hold a General
Shareholders’ Meeting to Confirm Shareholders’ Intentions in order to confirm the collective will of theshareholders as to whether to accept the large-scale purchase, etc. or to implement countermeasures against
the large-scale purchase, etc.
The status of the Company’s major shareholders as of the end of October 2022 is as shown in Attachment
1, “Major Shareholders of the Company.” The Company has not received any notice or proposal of largescale purchases, etc. of the Company’s shares from any specific third party as of this time, including fromshareholders of the Company.
2 Establishment of Independent Committee
In order to ensure the proper operation of the Plan, prevent arbitrary decisions by the Board of Directors,
and ensure the objectivity and reasonableness of the Board’s decisions, the Company will establish an
Independent Committee in accordance with the Independent Committee Regulations (see Attachment 2 foran overview). The Independent Committee shall consist of at least three members. In order to ensure theirfair and neutral judgments, they shall be appointed from among Outside Directors or outside experts (such ascompany managers, lawyers, certified public accountants, consultants, and other professionals with proventrack records) who are independent of the Company’s business execution. The names and biographies of the
Independent Committee member candidates installed at the time of the introduction of the Plan can be foundin Attachment 3.
Prior to the implementation of countermeasures, the Board of Directors of the Company shall consult with
the Independent Committee on the appropriateness of the implementation of countermeasures and othermatters necessary to take actions in accordance with the Plan. The Independent Committee shall then carefully
evaluate and examine the large-scale purchase, etc. from the perspective of enhancing the corporate value of
the Company and the common interests of its shareholders, and shall make a recommendation to the Boardof Directors as to whether or not to implement the countermeasures. Having given all due respect to therecommendations of the Independent Committee, the Board of Directors of the Company shall decide on theimplementation of countermeasures. A summary of the recommendations of the Independent Committee shallbe made public when appropriate.
In order to ensure that the decisions of the Independent Committee are made in a manner that contributes
to the corporate value of the Company and, in turn, the common interests of its shareholders, the Independent
Committee may, when necessary and at the Company’s expense, obtain advice from independent third-party
outside experts (financial advisors, lawyers, certified public accountants, consultants and other professionals,etc.).

- 21 -

3 Eligible Large-Scale Purchases, etc.
For the purpose of this Plan, “Large-Scale Purchase, etc.” refers to the parties below (in either case, except
those approved in advance by the Board of Directors of the Company), and the term “Large-Scale Purchaser”
shall mean a person who conducts or intends to conduct a large-scale purchase, etc., whether alone, jointly withother persons, or in concert with other persons.
1) Any purchase of the Company’s Share Certificates, etc.1 (including, but not limited to, thecommencement of a tender offer) made with the purpose of increasing a specific group ofshareholders’2 voting rights ratio3 to 20% or more,
2) Any purchase of the Company’s Share Certificates, etc. (including, but not limited to, thecommencement of a tender offer) that results in a specific group of shareholders holding 20% or moreof the voting rights ratio,orAny
act4 carried out between a specific group of shareholders of the Company and some other3)
shareholder of the Company (including cases where there are multiple shareholders. Hereinafter, thesame shall apply in this item 3)), regardless of whether or not the acts described in 1) or 2) above havebeen carried out, that results in the establishment of a relationship of joint ownership between the othershareholder and the specific group of shareholders, or a relationship in which either the specific groupof shareholders or the other shareholder exercises practical control over the other party, or a
relationship in which the two parties act jointly or in concert5 (however, this is limited to cases inwhich the sum of Share Certificates, etc. held by the specific group of shareholders and the othershareholder accounts for 20% or more of the Share Certificates, etc. issued by the Company).
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
1“Share Certificates, etc.” refers to share certificates and other securities as defined in Article 27-23,
Paragraph 1 of the Financial Instruments and Exchange Act.
2

“Specific group of shareholders” refers to (i) holders (with “holders” as defined in Article 27-23,
Paragraph 1 of the Financial Instruments and Exchange Act, including those who are included in theholders pursuant to Paragraph 3 of the same Article) of Share Certificates, etc. (with “Share Certificates,etc.” as defined in Article 27-23, Paragraph 1 of the same Act) of the Company, and their joint holders(with “joint holders” as defined in Article 27-23, Paragraph 5 of the same Act, including those who are
deemed to be joint holders pursuant to Paragraph 6 of the same Article), (ii) persons or Specially
Related Parties (with “Specially Related Parties” as defined in Article 27-2, Paragraph 7 of the sameAct) who make a purchase, etc. (with “purchase, etc.” as defined in Article 27-2, Paragraph 1 of thesame Act, including those conducted in a financial instruments exchange market), (iii) parties related
to the parties described in the aforementioned (i) or (ii) (referring to groups consisting of investmentbanks, securities firms, and other financial institutions that have entered into financial advisory
agreements with these parties, other parties with which these parties share substantial interests, tender
offer agents, lawyers, accountants, and other advisors, or other parties reasonably recognized by theCompany’s Board of Directors as being substantially controlled by or acting in concert or coordination
with these parties), and (iv) persons who have acquired Share Certificates, etc. of the Company from aperson falling under (i) above through this (iv) in an off-market negotiated trading or in an off-floor
trading session of the Tokyo Stock Exchange (ToSTNeT-1).

3

Depending on the specific method by which the specific group of shareholders has purchased Share
Certificates, etc., “voting rights ratio” refers to (i) the Ownership Ratio of Share Certificates (with“Ownership Ratio of Share Certificates” as defined in Article 27-23, Paragraph 4 of the Financial
Instruments and Exchange Act. In this case, the number of Share Certificates, etc. held by joint owners
would be included in the calculation of the number (with “number” referring to the number of Share
Certificates, etc. owned, as defined in the same paragraph) of Share Certificates, etc. owned by theholder) of the Company’s Share Certificates, etc. (with “Share Certificates, etc.” as defined by Article
27-23, Paragraph 1 of the same Act) owned or jointly owned by the specific group of shareholders, or(ii) in the case that the specific group of shareholders consists of persons who purchase Share
Certificates, etc. (with “Share Certificates, etc.” as defined in Article 27-2, Paragraph 1 of the sameAct) of the Company and their Specially Related Parties, the sum of the Ownership Ratios of Share
Certificates (with “Ownership Ratio of Share Certificates” as defined in Article 27-2, Paragraph 8 of
the same Act) of those persons and their Specially Related Parties. When calculating the Ownership
Ratio of Share Certificates or the possession ratio of share certificates, the most recently filed documentfrom among the annual securities report, quarterly securities report, or report on repurchase may be
used as a reference upon which to base the total number of issued shares (as defined in Article 27-23,
Paragraph 4 of the same Act) or the total number of voting rights (as defined in Article 27-2, Paragraph
8 of the same Act).

- 22 -

4

The determination of whether the act described in 3) above has taken place shall be made by way of areasonable judgment of the Company’s Board of Directors (in making such a judgment, the Board of
Directors shall respect the recommendations of the Independent Committee to the maximum extent
possible). The Board of Directors may request the Company’s shareholders to provide information to
the extent necessary to determine whether or not the conditions specified in 3) above apply.

5

The determination of whether or not a “a relationship in which either the specific group of shareholders
or the other shareholder exercises practical control over the other party, or a relationship in which thetwo parties act jointly or in concert” has been established shall be made based on the formation ofsubstantial interests in the Company’s Share Certificates, etc. through new investment relationships,
business alliances, business transactions or contracts, concurrent directorships, funding relationships,
credit granting relationships, derivatives or stock lending, and the direct or indirect influence of suchspecified groups of shareholders and other relevant shareholders on the Company.

4 Procedures Leading to the Implementation of Countermeasures(1) Submission of Statement of Intent
Prior to the execution of a large-scale purchase, etc., the large-scale purchaser shall be requested to submit
to the Board of Directors a document (hereinafter referred to as the “Statement of Intent”) in which the largescale purchaser pledges to comply with the procedures set forth in this Plan in the event of a large-scalepurchase, etc. The Statement of Intent shall be submitted in the Japanese language in a format specified by
the Company.
Specifically, the Statement of Intent must include the following items, and if the large-scale Purchaser is a
corporation or other legal entity, then it must also submit its articles of incorporation, a certificate of fullregistry records (or equivalent), and non-consolidated and consolidated balance sheets and statements ofincome for the most recent five fiscal years.
1) Information on the Large-Scale Purchasera) Name and address or locationb) If the large-scale purchaser is a corporation or other legal entity, the names and career trajectory
covering the last ten years of its representative, directors (or their equivalent positions. The same shallapply hereinafter.) and auditors (or their equivalent positions. The same shall apply hereinafter.) must
be provided.
c) If the large-scale purchaser is a corporation or other legal entity, an explanation of its purposes andbusiness activities.
d) If the large-scale purchaser is a corporation or other legal entity, outline of its direct or indirect major
shareholders or investors (top 10 in terms of shareholding ratio or investment ratio) and substantial
controlling shareholders (investors).
e) Domestic Contactsf) If the large-scale purchaser is a corporation or other legal entity, the governing law of its incorporationg) Names, head office locations, and business activities of major investees, as well as the percentage ofshareholding or investment in those major investees.
2) The number of the Company’s Share Certificates, etc. currently held by the large-scale purchaser and thestatus of transactions of the Company’s Share Certificates, etc. by the large-scale purchaser during the 60days prior to the submission of the Statement of Intent
3) An outline of the large-scale purchase, etc. proposed by the large-scale purchaser (including the type andnumber of the Company’s Share Certificates, etc. to be acquired by the large-scale purchaser through thelarge-scale purchase, etc. and the purpose of the large-scale purchase, etc. (in case of acquisition of control
or participation in management, pure investment or policy investment, transfer, etc. of the Company’s
Share Certificates, etc. to a third party after the large-scale purchase, etc., a Material Proposal,6 or otherpurposes, a statement to the effect and details thereof. If there is more than one purpose, all of them should
be listed.)).
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
6
The term “Material Proposal” corresponds to the term with the same name defined in Article 27-26,
Paragraph 1 of the Financial Instruments and Exchange Act and Article 14-8-2, Paragraph 1 of theOrder for Enforcement of the Financial Instruments and Exchange Act, as well as to the “Acts Which
Constitute the Making of Important Suggestions” in Article 16 of the Cabinet Office Order on
Disclosure of the Status of Large-Volume Holdings in Share Certificates. The same shall apply
hereinafter.

- 23 -

(2) Request for Required Information
Within ten (10) business days of the day following the day on which the Company receives the Statementof Intent from the large-scale purchaser, the Board of Directors of the Company shall provide the large-scalepurchaser with a written document detailing the information required for the large-scale purchase, etc. (suchinformation hereinafter referred to as the “Required Information”, and such written document hereinafterreferred to as the “Required Information List”). The large-scale purchaser will be required to submit theRequired Information in writing to the Board of Directors of the Company, in accordance with the Required
Information List.
General items of Required Information are listed in Attachment 4. The specific details will vary dependingon the attributes of the large-scale purchaser and the details of the large-scale purchase, etc., but in all cases
will be limited to the extent necessary and sufficient for the shareholders to make their decisions and for theCompany’s Board of Directors to form its opinion.
From the viewpoint of prompt implementation of the procedures stipulated in the Plan, the Board of
Directors of the Company may, as necessary, set a deadline for the large-scale purchaser to provide theRequired Information (no later than 60 days from the date of the first delivery of the Required Information
List. Hereinafter called the “Information Provision Period”.). However, the Information Provision Period may
be extended if requested by the large-scale purchaser based on reasonable grounds.
If, as a result of the Board of Directors’ careful examination of the Required Information initially submitted
based on the above, the Board considers that such Required Information is not sufficient to adequately
evaluate and consider the appropriateness of the large-scale purchase, etc., the Board may request the largescale purchaser to provide additional information within the Information Provision Period (in making such a
determination, the Board will respect the judgment of the Independent Committee to the maximum extent
possible).
The Required Information provided to the Company’s Board of Directors will be submitted to the
Independent Committee and, if deemed necessary for the shareholders to make a decision, will be made public
in whole or in part at a time deemed appropriate by the Board of Directors.
With respect to the fact that the large-scale purchaser has made a proposal for a large-scale purchase, etc.,
the Board of Directors of the Company will disclose such information in a timely and appropriate manner inaccordance with laws and regulations and the rules of the financial instruments exchanges on which theCompany is listed.
(3) Evaluation and Review Period by the Board of Directors
After the day following the completion of the provision of the Required Information or the expiration of theInformation Provision Period (whichever comes earlier), the Board of Directors of the Company shallestablish a period of up to 60 days in the case of a tender offer to purchase all the shares of the Company withcash only (yen value), and up to 90 days in the case of other large-scale purchases, etc., as the period for the
Board of Directors to evaluate, examine, negotiate, form an opinion, and develop an alternative proposal(hereinafter referred to as the “Board of Directors Evaluation and Review Period”), depending on the degreeof difficulty of the evaluation of the large-scale purchase, etc. The Board of Directors Evaluation and Review
Period may be extended only if the Board of Directors and the Independent Committee reasonably believethat the period is insufficient for the evaluation and review. Nevertheless, the extension shall be for a
maximum of 30 days. In such cases, the Company will notify the purchasers, etc. of the specific extension
period and the specific reasons why the extension is necessary. This information will also be disclosed toshareholders and investors.
During the Board of Directors Evaluation and Review Period, the Board of Directors of the Company will
fully evaluate and review the Required Information provided, receiving advice as necessary from outside
experts (financial advisors, certified public accountants, lawyers, consultants, and other professionals), who
represent third parties independent of the Independent Committee. The Board of Directors will carefully
formulate and announce its opinion, respecting the recommendations of the Independent Committee to the
maximum extent possible. If necessary, the Board of Directors may negotiate with the large-scale purchaser
to improve the terms of the large-scale purchase, etc., and present an alternative proposal to the shareholders.
The large-scale purchase, etc. may commence only after the expiration of the Board of Directors Evaluation
and Review Period (however, if the General Shareholders’ Meeting to Confirm Shareholders’ Intentions isheld and the proposal for the implementation of countermeasures is rejected, it may commence after the- 24 -

General Shareholders’ Meeting to Confirm Shareholders’ Intentions. If the proposal for countermeasures isapproved, it may only commence after the conclusion of the first meeting of the Company’s Board of
Directors held promptly after the conclusion of the General Shareholders’ Meeting to Confirm Shareholders’Intentions).
(4) Response in the Event of a Large-Scale Purchase, etc.
1) If the large-scale purchaser complies with the procedures set forth in the Plan
If the large-scale purchaser complies with the procedures set forth in the Plan, the Board of Directorsof the Company will evaluate, examine, negotiate, form opinions about, and develop alternative
proposals for the large-scale purchase, etc., respecting the opinions of the Independent Committee tothe maximum extent possible, taking into consideration the Required Information provided by thelarge-scale purchaser and all other circumstances. If, following its review, the Board of Directors of theCompany opposes the large-scale purchase, etc. and determines with reasonable grounds that the largescale purchase, etc. will significantly damage the corporate value of the Company and, in turn, thecommon interests of its shareholders, the Board of Directors will decide to hold a General Shareholders’Meeting to Confirm Shareholders’ Intentions within the Board of Directors Evaluation and Review
Period, and hold a general shareholders’ meeting promptly after making this decision.
If the Board of Directors of the Company can determine with reasonable grounds that any of thefollowing (i) through (vii) applies, the Board of Directors shall, in principle, determine that theacquisition would significantly damage the Company’s corporate value and, in turn, the common
interests of its shareholders. However, such determination shall be made only when it can be judged ona reasonable basis that the large-scale purchase, etc. will significantly damage the Company’s corporate
value and, in turn, the common interests of shareholders, and shall not be made solely on the basis thatany of the following (i) through (vii) below formally applies.
(i)
The large-scale purchaser is considered to be seeking to purchase Company’s sharesfor the sole purpose of driving up the stock price and causing the Company and its
related parties to acquire Company shares at the elevated price (a so-calledgreenmailer) while having no genuine intention of participating in the managementof the Company.
(ii)
The large-scale purchaser is considered to be seeking to purchase Company’s sharesfor the purpose of so-called scorched-earth management, temporarily controlling themanagement of the Company to transfer the Company’s intellectual property rights,
expertise, trade secrets, major business partners or customers that are necessary for
the Company’s business management to the large-scale purchaser or its groupcompanies.
(iii)
The large-scale purchaser is considered to be seeking to purchase Company’s shareswith the intention of gaining control of the management of the Company to then use
the Company’s assets as collateral or a source of repayment of debts of the large-scalepurchaser or its group companies.
(iv)
If the large-scale purchaser is considered to be seeking to purchase the Company’s
shares for the purpose of temporarily controlling the management of the Company,
causing the Company to dispose of valuable assets such as real estate and securities,
which are presently not related to the business of the Company, by way of sale orotherwise, and causing the Company to temporarily pay high dividends with theproceeds of such disposal or selling off the Company’s shares at a high price to takeadvantage of the opportunity afforded by the sudden rise in share prices created by the
temporarily high dividends.
(v)
If the method of purchase of the Company’s shares proposed by the large-scalepurchaser is considered to be a so-called coercive two-tier purchase (meaning apurchase of shares, such as a tender offer, without soliciting the purchase of all the
Company’s shares in the first purchase and with unfavorable or unclear conditions set
for the second purchase) or other methods that could introduce the risk of restricting
the opportunity or freedom of shareholders to make a decision and effectively force
shareholders to sell their shares in the Company.

- 25 -

(vi)

(vii)

If it is judged that the acquisition of control by the large-scale purchaser will lead tothe deterioration of relationships with customers, employees, local communities, andother stakeholders, thereby significantly damaging the corporate value of theCompany and, in turn, the common interests of its shareholders.
If the corporate value of the Company in the event that the large-scale purchaser
obtains control over the Company is considered to be significantly inferior to thecorporate value of the Company in the event that the large-scale purchaser does not
obtain control, in terms of comparison of medium- to long-term future corporate
values, and therefore the corporate value of the Company and, in turn, the common
interests of shareholders are judged to be significantly damaged.

When holding the General Shareholders’ Meeting to Confirm Shareholders’ Intentions, the Board of
Directors of the Company shall compile documentation including the Required Information provided
by the large-scale purchaser, the Board of Directors’ opinion on the Required Information, the Boardof Directors’ alternative proposal and other matters that the Board of Directors of the Company deems
appropriate, and the recommendations or opinions of the Independent Committee. The Board of
Directors shall send this documentation with the notice of convocation of the General Shareholders’Meeting to all shareholders, and disclose such fact in a timely and appropriate manner. Shareholders
will be asked to consider the information concerning the large-scale purchase, etc. and to express their
judgment as to whether or not to accept the large-scale purchase, etc. by way of approving or
disapproving the implementation of countermeasures as set forth in a proposal by the Board of Directorsof the Company. If a majority of the voting rights of the shareholders present at the General
Shareholders’ Meeting to Confirm Shareholders’ Intentions are in favor of the proposal, then the
proposal for the implementation of countermeasures shall be deemed to have been approved. Whether
the General Shareholders’ Meeting to Confirm Shareholders’ Intentions resolves to implement or not
to implement the countermeasures, the Board of Directors of the Company shall comply with theresolution. Specifically, if a proposal to implement countermeasures is rejected at the General
Shareholders’ Meeting to Confirm Shareholders’ Intentions, the Board of Directors of the Company
will not implement the countermeasures. On the other hand, if a proposal to implement
countermeasures is approved at the General Shareholders’ Meeting to Confirm Shareholders’ Intentions,a resolution necessary to implement the countermeasures will be adopted by the Board of Directors of
the Company promptly after its conclusion, unless the large-scale purchaser withdraws the large-scalepurchase, etc. The results of the General Shareholders’ Meeting to Confirm Shareholders’ Intentions
will be disclosed in a timely and appropriate manner after the resolution.
2) If the large-scale purchaser fails to comply with the procedures set forth in the Plan
If the large-scale purchaser does not comply with the procedures stipulated in the Plan, regardless ofthe specific method of purchase, then the Board of Directors may implement countermeasures andoppose the large-scale purchase, etc. for the purpose of protecting the Company’s corporate value andthe common interests of its shareholders. The implementation of countermeasures shall be decided after
receiving the recommendation of the Independent Committee. However, if recommended to do so by
the Independent Committee, a General Shareholders’ Meeting to Confirm Shareholders’ Intentions may
be held in accordance with 1) above, and shareholders may be asked to express their opinions by wayof approving or disapproving a proposal for the implementation of countermeasures made by the Boardof Directors of the Company.
In the report “Takeover Defense Measures in Light of Recent Environmental Changes,” dated June30, 2008 and issued by the Corporate Value Study Group established by the Ministry of Economy,
Trade and Industry, it is stated that as long as arbitrary operations are avoided, “the board of directors
would be permitted to adopt takeover defense measures and implement them against the acquirers who
do not temporarily halt, violating procedures within a scope recognized as reasonable, in case of
ensuring adequate time and information necessary for shareholders to appropriately decide whether tosupport or oppose the takeovers or opportunities for negotiation to extract better takeover terms forshareholders through negotiation with the acquirers.”- 26 -

In determining whether or not the large-scale purchaser has complied with the procedures set forthin the Plan, the large-scale purchaser’s circumstances shall be taken into account to a reasonable extent,
and the mere failure to submit some of the Required Information alone shall not be considered a failure
to comply with the procedures set forth in the Plan.
In addition, the Board of Directors of the Company shall respect the opinions or recommendationsof the Independent Committee to the maximum extent when judging whether or not the large-scalepurchaser has complied with the procedures stipulated in the Plan and whether or not thecountermeasures should be implemented due to the failure of the large-scale purchaser to comply withthe procedures stipulated in the Plan.
5 Overview of Countermeasures
If the Company’s Board of Directors is to implement countermeasures in accordance with the procedures
set forth in 4 above, the Board of Directors will make a decision as an organization under the Companies Act,
respecting the recommendations of the Independent Committee to the maximum extent possible.
In such cases, the Board of Directors of the Company will implement a gratis allotment of stock acquisitionrights as a specific countermeasure, the outline of which is as provided in Attachment 5 in principle. In theevent of an actual gratis allotment of stock acquisition rights, conditions will be set to ensure the effectivenessof the countermeasure, such as a condition that the shareholder shall not belong to a specific group ofshareholders whose ratio of voting rights exceeds a certain percentage to exercise such rights.
6 The Impact on Shareholders and Investors(1) Impact of the Plan on shareholders and investors at the time of the Plan’s introduction
No gratis allotment of stock acquisition rights will be implemented at the time of introduction of the Plan.
Therefore, at the time of its introduction, the Plan will not directly or concretely affect the rights and economic
interests of shareholders and investors.
(2) Impact on shareholders and investors at the time of the gratis allotment of stock acquisition rights
Even if the Board of Directors of the Company triggers a countermeasure (specifically, a gratis allotmentof stock acquisition rights) for the purpose of protecting the corporate value of the Company and, in turn, thecommon interests of its shareholders, the countermeasures have been structured such that shareholders(excluding the Unqualified Persons as described in item 5 of Attachment 5 “Outline of Gratis Allotment ofStock Acquisition Rights.” The same also applies to the next item (3) below) are not expected to suffer
detriment in terms of the legal or economic aspects.
On the other hand, shareholders who fall under the category of Unqualified Persons as set forth in item 5of Attachment 5 “Outline of Gratis Allotment of Stock Acquisition Rights” may suffer detriment in legal or
economic terms if the countermeasures are implemented.
In the event that the Board of Directors of the Company decides to take specific countermeasures, theCompany will disclose such information in a timely and appropriate manner in accordance with laws andregulations and the rules of the financial instruments exchanges on which the Company is listed.
Even after a proposal to implement countermeasures has been approved at the General Shareholders’Meeting to Confirm Shareholders’ Intentions (including after the gratis allotment of stock acquisition rights
takes effect), in the event of circumstances such as the large-scale purchaser withdrawing the large-scalepurchase, etc., for example, the Company may cancel the allotment of stock acquisition rights or acquire thestock acquisition rights with no consideration without issuing Company’s shares to the stock acquisition rights
by the day before the commencement date of the exercise of stock acquisition rights. In such cases,
shareholders or investors who sell or otherwise dispose of their shares based on the assumption that the value
per share will be diluted may suffer commensurate losses due to fluctuations in the share price.

- 27 -

(3) Procedures required of shareholders at the time of the gratis allotment of stock acquisition rights
If the Company implements a gratis allotment of stock acquisition rights as a countermeasure, shareholders
will receive an allotment of stock acquisition rights without having to apply to receive them, and as theCompany will take procedures to acquire the stock acquisition rights, shareholders will receive shares in the
Company as consideration for the acquisition of the stock acquisition rights by the Company without paying
money equivalent to the exercise price of the stock acquisition rights, so no application or payment procedures
are required. In this case, however, the Company may separately request shareholders who are to receive anallotment of stock acquisition rights to submit a written pledge in a form specified by the Company that they
themselves are not the large-scale purchaser.
7 Mechanisms to Enhance the Rationality of the Plan
In formulating the Plan, by taking the following points into consideration, the Company believes that thePlan is in line with the Basic Policy Concerning Company Control described above, is consistent with thecorporate value of the Company and the common interests of its shareholders, is not intended to maintain theposition of the Company’s officers, and is highly reasonable.
(1) The purpose of the Guidelines Regarding Takeover Defense have been taken into consideration.
The Plan takes into consideration the purpose of the three principles (the principle of protecting andenhancing corporate value and shareholders’ common interests, the principle of prior disclosure andshareholders’ will, and the principle of ensuring the necessity and reasonableness) set forth in the“Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate
Value and Shareholders’ Common Interests” published by the Ministry of Economy, Trade and Industry
and the Ministry of Justice on May 27, 2005, and the “Takeover Defense Measures in Light of Recent
Environmental Changes” report published on June 30, 2008 by the Corporate Value Study Groupestablished by the Ministry of Economy, Trade and Industry, as well as “Principle 1.5 Anti-Takeover
Measures” of “Japan’s Corporate Governance Code” published on June 1, 2015 by the Tokyo Stock
Exchange, Inc. The requirements stipulated in these guidelines are also fulfilled in the Plan.
(2) The introduction of the new system is for the purpose of securing and enhancing the common interests ofshareholders
As described in “1 Purpose and Outline of the Plan” above, the Plan is introduced for the purpose of
ensuring and enhancing the corporate value of the Company and, in turn, the common interests of its
shareholders, by securing necessary information and time to enable the shareholders to decide whether or
not to accept a large-scale purchase, etc. of the Company’s shares, or to enable the Board of Directors topresent an alternative proposal, or by enabling the Board of Directors to negotiate with the large-scalepurchaser on behalf of the shareholders, etc.
(3) The Plan directly reflects the intentions of shareholders (elimination of arbitrary decisions by directors)
The Plan have been introduced by a resolution of the Board of Directors, but will remain in force only if
a proposal for the continuation of the Plan is approved at the Annual Shareholders Meeting to be held
shortly after its introduction. Thus, the Plan is designed to directly reflect the intentions of shareholders
with respect to the introduction of the Plan.
In addition, as long as the large-scale purchaser complies with the procedures set forth in the Plan, thesituations in which the Board of Directors of the Company may trigger countermeasures based on the Planare limited to cases in which a resolution to trigger countermeasures is passed at the General Shareholders’Meeting to Confirm Shareholders’ Intentions. Therefore, the Plan is also designed to directly reflect theintentions of shareholders in judging the appropriateness of triggering the countermeasures.

- 28 -

(4) Emphasis on judgment by highly independent external parties (elimination of arbitrary decisions by
Directors)
As described in “4 (4) Response in the Event of a Large-Scale Purchase, etc.” above, in order to ensure
the necessity and reasonableness of the Plan and to prevent the Plan from being abused by the Directors fortheir own protection, the Company shall consult with the Independent Committee, which consists ofmembers who are independent of the Company’s management in charge of business execution, regarding
the appropriateness of triggering countermeasures and other matters necessary to respond in accordancewith the Plan to ask for their recommendation. The Company shall respect their recommendation to the
maximum extent. Thus, the Company has secured procedures to ensure the transparent operation of the Plan
to eliminate arbitrary decisions by Directors and to contribute to the corporate value of the Company andthe common interests of shareholders.
(5) The Plan is not a dead-hand or slow-hand takeover defense measure
The Plan may be abolished by the Board of Directors, which is composed of Directors elected at thegeneral meeting of shareholders of the Company. Therefore, the Plan is not a dead-hand takeover defense
measure (a takeover defense measure that cannot be stopped even if a majority of the members of the Boardof Directors are replaced).
Furthermore, the Company is a company with an audit & supervisory committee, and the term of officeof Directors (excluding Directors serving as Audit & Supervisory Committee Members) is one year, andthe term of office of Directors serving as Audit & Supervisory Committee Members is two years. As theCompany has not adopted a system of staggered terms of office for Directors serving as Audit &Supervisory Committee Members, the Plan is not a slow-hand takeover defense measure (a takeover defense
measure which takes more time to stop triggering due to the fact that all members of the Board cannot be
replaced at once) either. The Company does not have weighted requirements for resolutions to dismiss
Directors (excluding Directors serving as Audit & Supervisory Committee Members), such as therequirement for a special resolution.
8 Procedures and Effective Period for Abolition of the Plan
The effective period of the Plan will expire at the conclusion of the Company’s Annual Shareholders
Meeting scheduled for 2026. In addition, the Plan shall be abolished immediately when 1) a resolution toabolish the Plan is passed at a general meeting of shareholders of the Company, or 2) a resolution to abolishthe Plan is passed by the Board of Directors of the Company.
Even during the effective period of the Plan, the Board of Directors may review the Plan from time to timefrom the viewpoint of enhancing corporate value and the common interests of shareholders, and may amend
the Plan by a resolution of the Board of Directors with the approval of the Independent Committee. If theCompany’s Board of Directors decides to amend or abolish the Plan, the Company will promptly announce
the details of such decision.
Even during the effective period of the Plan, the Board of Directors may amend or revise the Plan, as
necessary, with the approval of the Independent Committee, if laws and regulations concerning the Plan or
the rules of the financial instruments exchanges on which the Company is listed are newly established,amended or abolished, and it is appropriate to reflect such new establishment, amendment or abolishment, or
if it is appropriate to revise the wording due to typographical errors or omissions or for any other reason, as
long as such amendment or revision will not cause any disadvantage to shareholders.
- End -

- 29 -

Attachment 1
Major Shareholders of the Company
As of October 31, 2022, the Company’s major shareholders are as follows
Investment in the Company
Number of shares
held(thousand shares)

Shareholding ratio(%)

Hikari Tsushin K.K.

747

7.48

The Master Trust Bank of Japan, Ltd. (Trust Account)

696

6.97

UH Partners 2, Inc.

575

5.76

Tomoe Engineering Client Shareholding Association

551

5.53

Mariko Noda

397

3.97

Mizuho Bank, Ltd.

392

3.93

Haruko Yamaguchi

314

3.14

Tomoe Engineering Employee Shareholding Association

288

2.89

Tomoe Kikaku Co., Ltd.

245

2.46

SIL Co., Ltd.

222

2.23

Shareholder*The Company holds treasury stock (554,940 shares) but is excluded from the list of major shareholders above.
The shareholding ratio is calculated excluding treasury stock.

- 30 -

Attachment 2
Overview of the Independent Committee Regulations● The Independent Committee shall be established by a resolution of the Board of Directors of the Company.
● The Independent Committee shall consist of at least three members who shall be appointed by a resolutionof the Board of Directors of the Company. In order to enable fair and neutral judgments, they shall be chosenfrom among Outside Directors or outside experts (such as company managers, lawyers, certified public
accountants, consultants, and other professionals with proven track records) who are independent of theexecution of the Company’s business.
● The Independent Committee shall, in principle, make recommendations to the Board of Directors on mattersfor which it is consulted by the Board of Directors, such as a judgment as to whether or not the large-scalepurchaser has complied with the procedures stipulated in the Plan, a judgment as to whether or not the largescale purchase, etc. will materially damage the corporate value of the Company and the common interestsof shareholders, a judgment as to whether or not to take countermeasures, a judgment as to whether or not
to suspend countermeasures once they are taken, and so on, with reasons and grounds for such
recommendations. Each member of the Independent Committee shall make such judgments from theperspective of whether or not they contribute to the corporate value of the Company and, in turn, the common
interests of its shareholders.
● The Independent Committee may, when necessary and at the Company’s expense, obtain advice fromindependent third-party outside experts (financial advisors, lawyers, certified public accountants, consultants
and other professionals, etc.).
● Resolutions of the Independent Committee shall be based on unanimous agreement.

- End -

- 31 -

Attachment 3
Independent Committee Member Biographies
Brief biographies of the members of the Independent Committee are given below.
[Name]
Kenji Yahiro / Outside Director (Independent Officer)[Biography] Born on November 24, 1959
April 1983
Joined Yasuda Life Insurance Company
General Manager, Contract Services Div., Meiji Yasuda Life Insurance
April 2014
Company
Director and General Manager, Underwriting Div., Meiji Yasuda General
April 2017
Insurance Co., Ltd.
Executive Officer and General Manager, Underwriting Div., Meiji Yasuda
April 2018
General Insurance Co., Ltd.
Deputy Manager, Business Support Div., Meiji Yasuda Office Partners Co.,
April 2020
Ltd.
Director of the Company (Director serving as Audit & Supervisory
January 2021
Committee Member) (current position)[Name]
Makoto Nakamura / Outside Director (Independent Officer)[Biography] Born on September 28, 1955
April 1988
Admitted to the TOKYO BAR ASSOCIATION
Established Shinjuku Daiichi Law Office
March 1993
Audit & Supervisory Committee Member of the Company
January 2011
Director of the Company (Director serving as Audit & Supervisory
January 2017
Committee Member) (current position)
September 2017 Established Kamijikkoku Nakamura Law Office (to the present)[Name]
Tatsuo Hasunuma / Outside Director (Independent Officer)[Biography] Born on September 8, 1952
Joined the Tokyo Regional Taxation Bureau
April 1971
Professor, Research Department, National Tax College
July 2002
Chief Examiner, Second Examination Group, Tokyo Regional Taxation
July 2008
BureauDistrict Director, Nerima-nishi Tax Office
July 2012
September 2013 Opened Tatsuo Hasunuma Certified Public Tax Accountant Office (to thepresent)
Director of the Company (Director serving as Audit & Supervisory
January 2019
Committee Member) (current position)(Note) If this proposal and Proposal No. 4 “Election of Four Directors serving as Audit & Supervisory
Committee Members” are approved and passed as originally proposed, Mr. Makoto Nakamura will retire
from the Independent Committee at the conclusion of this Annual Shareholders Meeting, and Ms. Rei
Sugihara will be appointed as his successor at the Board of Directors meeting to be held after theconclusion of this Annual Shareholders Meeting. A brief biography of Ms. Rei Sugihara is given as
follows.

- 32 -

[Name]Rei Sugihara[Biography] Born on October 25, 1958
Appointed Assistant Judge, Tokyo District Court
April 1986
Registered as Attorney-at-law, Tokyo Bar Association
April 1995
Joined Koga Sogo Law Office
January 1996
Koga Sogo Law Office Renamed Kasumi Sogo Law Office
June 2006
Partner lawyer (to the present)
To be appointed Director of the Company (Audit & Supervisory Board
January 2023
Member)(Note) The Company will file a notification with the Tokyo Stock Exchange to register Ms. Rei Sugihara as anindependent officer after her appointment as a Director of the Company.

- 33 -

Attachment 4
Information to be Requested from the Large-Scale Purchaser
1.

Details (including history, specific name, capital structure, investment ratio, business description, financial
condition, and whether or not there have been any violations of laws and regulations within the past 10
years (and summaries thereof, if any), as well as the names of officers, their career histories for the past 10
years, and whether or not there have been any violations of laws and regulations in the past (and summaries
thereof, if any)) of the large-scale purchaser and its group (including major shareholders or investors(whether directly or indirectly. The same applies hereinafter.), material subsidiaries and affiliates, joint
holders and specially related parties, and in the case of a fund, each partner, investor and other constituent
members, as well as those who continuously provide advice on investment. The same applies hereinafter).

2.

Specific details of the internal control system of the large-scale purchaser and its group (including thegroup’s internal control system) and the status of the system and whether it is effective or not.

3.

Purposes of the large-scale purchase, etc. (details of purposes disclosed in the Statement of Intent), its
method and details (including whether or not the large-scale purchaser has an intention to participate inmanagement, the type and amount of consideration for the large-scale purchase, etc., the timing of thelarge-scale purchase, etc., the structure of related transactions, the number of shares to be purchased andthe ownership percentage after such purchase, and legality of the method of the large-scale purchase, etc.,
the feasibility of the large-scale purchase, etc. and its related transactions (if the large-scale purchase, etc.
is subject to certain conditions, then the details of such conditions), and if there is a possibility that theCompany’s shares will be delisted after the large-scale purchase, etc., then a statement to that effect andthe reasons thereof. In addition, regarding the legality of the method of the large-scale purchase, etc., awritten opinion by a qualified attorney is also required to be submitted at the same time).

4.

Basis of calculation of consideration for the large-scale purchase, etc. and the process of calculation(including the facts and assumptions underlying the calculation, the calculation method, the numerical data
used for the calculation and details of the synergies and dis-synergies expected to be generated by the seriesof transactions related to the large-scale purchase, etc. and, if opinions of any third parties have been heard
upon the calculation, the names of such third parties, summaries of such opinions and how the amount wasdetermined based on such opinions).

5.

Proof of funds for the large-scale purchase, etc. (including the specific name(s) of the provider(s) of funds(including the substantial providers, whether direct or indirect), the method of raising funds, whether there
are any conditions required for the provision of funds (and if so, their details), whether there is any
collateral or pledges required after the provision of funds (and if so, their details), and details of relatedtransactions).

6.

Whether or not there is communication on intention with any third parties in relation to the large-scalepurchase, etc. (including any communication of the intent related to the Material Proposal to be made to
the Company. The same applies hereinafter), and, if there is such communication, the details thereof andan overview of the third parties involved.

7.

The holding status of the Company’s Share Certificates, etc. by the large-scale purchaser and its group,
the holding status and contractual status of derivatives and other financial derivative instruments whose
underlying assets are the Company’s Share Certificates, etc. or assets related to the business of theCompany or its group, and the status of any lending, borrowing, short selling, etc. of the Company’s Share
Certificates, etc.

8.

If there is any lease agreement, security agreement, repurchase agreement, sale option, or any othermaterial agreement or arrangement in relation to the Company Share Certificates, etc. already held by thelarge-scale purchaser and its group (hereinafter referred to as a “Security Agreement, etc.”), specific detailsof such Security Agreement, etc. including the type of such agreement, counterparty, and the number of- 34 -

Share Certificates, etc. subject to such agreement.
9.

If the large-scale purchaser plans to conclude a Security Agreement, etc. or any other agreement with athird party in relation to the Share Certificates, etc. of the Company that the large-scale purchaser plans toacquire in the large-scale purchase, etc., specific details of the agreement including the type of agreement
planned to be made, the counterparty, and the number of Share Certificates, etc. subject to such agreement.

10.

Management policies, business plans, financial plans, capital plans, investment plans, capital policies anddividend policies, etc. of the Company and the Company’s group contemplated after the completion of thelarge-scale purchase, etc. (including plans for the sale, offering as collateral, or other disposition of theCompany’s assets after the large-scale purchase, etc.).

11. Policies regarding the treatment of the officers, employees, labor unions, trading partners and customersof the Company and the Company’s group, as well as the local governments where the Company’s facilities,
etc. are located, and any other interested party of the Company, after the completion of the large-scalepurchase, etc.
12.

Specific measures for avoiding conflicts of interest with other shareholders of the Company.

13. Regulatory matters under domestic or foreign laws and regulations that may be applicable to the largescale purchase, etc., and the possibility of obtaining approvals or permits, etc. required under the Act on
Prohibition of Private Monopolization and Maintenance of Fair Trade, the Foreign Exchange and Foreign
Trade Act, or other laws and regulations from domestic or foreign governments or third parties (withrespect to these matters, a written opinion by a qualified attorney is also required to be submitted).
14.

Possibility of maintaining the necessary permits and approvals under domestic and foreign laws andregulations with respect to the management of the Group and the possibility of complying with domestic
and foreign laws and regulations, after the large-scale purchase, etc.

15. Whether or not there is any relationship (whether direct or indirect) with antisocial forces or terrorist
organizations, and if so, the details of such relationships.

- End -

- 35 -

Attachment 5
Outline of Gratis Allotment of Stock Acquisition Rights
1.

Class of shares to be issued upon exercise of the Stock Acquisition Rights
Common shares of the Company

2. Number of shares to be issued upon exercise of the Stock Acquisition Rights
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be determined
separately by the Board of Directors.
3. Amount of assets to be contributed upon exercise of the Stock Acquisition Rights
Contributions to be made upon the exercise of the Stock Acquisition Rights shall be cash, and the amountof cash contributed shall be the number of common shares of the Company subject to the Stock
Acquisition Rights multiplied by one (1) yen.
4.

Exercise period of the Stock Acquisition Rights
The exercise period of the Stock Acquisition Rights shall be separately determined by the Board of
Directors.

5. Conditions for exercising the Stock Acquisition Rights(a) Stock Acquisition Rights held by Unqualified Persons (including those substantially held) may not be
exercised.
An “Unqualified Person” is a person who falls under any of the following categories.
(i) Large-Scale Purchaser(ii) Joint Holders of the Large-Scale Purchaser (Article 27-23, Paragraphs 5 and 6 of the Financial
Instruments and Exchange Act)(iii) Specially Related Parties of the Large-Scale Purchaser (Article 27-2, Paragraph 7 of the Financial
Instruments and Exchange Act)(iv) Any person whom the Board of Directors reasonably determines, based on the recommendation by
the Independent Committee, to fall under any of the following(x) Any person who has received or succeeded to the Stock Acquisition Rights from any person fallingunder (i) through (iv) above without the Company’s approval.
(y) A “related party” of any person falling under (i) through (iv) above. “Related party” refers toinvestment banks, securities firms, and other financial institutions that have entered into financial
advisory agreements with these persons, other persons who share a substantial interest with these
persons, tender offer agents, attorneys, accountants, and other advisors, or persons who aresubstantially controlled by these persons or who act jointly or in concert with these persons. In
determining “related parties” for partnerships and other funds, the substantial identity of the fundmanager and other various factors will be considered.
(b) Holders of Stock Acquisition Rights may exercise their rights only if they submit the a written document
including representation and warranty clauses, indemnification clauses, and other clauses specified by theCompany stating that they do not fall under the Unqualified Persons described in 5(a) above (in the case of
exercising the rights on behalf of a third party, this includes the fact that such third party does not fall under
any of the Unqualified Persons set forth in 5(a) above), and any materials showing that they fulfill theconditions required by the Company within a reasonable extent, as well as documents required by laws andregulations.
(c) If applicable foreign securities laws or other laws and regulations require the performance of prescribed
procedures or the satisfaction of prescribed conditions for the exercise of the Stock Acquisition Rights by
a person located in the jurisdiction of such laws or regulations, a person located in such jurisdiction may
exercise the Stock Acquisition Rights only when the Company is satisfied that all such procedures andconditions have been performed or satisfied. Note that, even if a person located in the relevant jurisdiction
would be able to exercise the Stock Acquisition Rights if the Company fulfilled or satisfied the above
procedures and conditions, the Company would not be obligated to fulfill or satisfy such procedures and- 36 -

conditions.
(d) Confirmation of the fulfillment of the conditions in 5(c) above shall be made by a procedure similar to theprocedure set forth in 5(b) above, as determined by the Board of Directors.
6. Acquisition clause(a) With regard to Stock Acquisition Rights that are exercisable yet unexercised in accordance with theprovisions of 5(a) and (b) above (i.e., those held by persons who are not Unqualified Persons. This includes
Stock Acquisition Rights held by persons who fall under 5(c) above, and will be referred to as “Stock
Acquisition Rights Eligible for Exercise” in 6(b) below.), the Company may, on a date determined by the
Board of Directors to be on or after the effective date of the gratis allotment of Stock Acquisition Rights,
acquire the common shares of the Company in the number corresponding to the integer portion of thenumber of the Stock Acquisition Rights to be acquired, multiplied by the number of shares to be acquired
per Stock Acquisition Right as consideration.
(b) On a date determined by the Board of Directors to be on or after the effective date of the gratis allotment ofStock Acquisition Rights, the Company may, with respect to unexercised Stock Acquisition Rights otherthan the Stock Acquisition Rights Eligible for Exercise, acquire the Stock Acquisition Rights in exchange
for the same number of Stock Acquisition Rights, with certain restrictions on the exercise by Unqualified
Persons (exercise conditions as described below with other details to be determined by the Board of
Directors. Such stock acquisition rights shall hereinafter be referred to as “Second Stock Acquisition
Rights”).
(Exercise conditions)
Unqualified Persons may not exercise the Second Stock Acquisition Rights except in the following
cases, or in cases specified by the Board of Directors.
(x) In the event that the large-scale purchaser withdraws or suspends the large-scale purchase, etc.
after the resolution of the General Shareholders’ Meeting to Confirm Shareholders’ Intentions
and pledges not to implement the large-scale purchase, etc. thereafter, and the large-scalepurchaser or other Unqualified Persons dispose of the Company’s shares by entrusting them to asecurities company acceptable to the Company, and(y) If the Ownership Ratio of Share Certificates of the large-scale purchaser after such disposition(however, in calculating the Ownership Ratio of Share Certificates in this condition (y),Unqualified Persons other than the large-scale purchaser and its joint holders shall be deemed tobe joint holders of the large-scale purchaser. In addition, the calculation shall exclude the Second
Stock Acquisition Rights held by Unqualified Persons for which the exercise conditions are notmet) as recognized by the Board of Directors is less than 20%, the large-scale purchaser or other
Unqualified Persons who made such disposition may exercise the Second Stock Acquisition
Rights for the number of shares equivalent to the number of shares so disposed of only to theextent that the percentage remains less than such 20%.
(c) The Company may acquire all of the Stock Acquisition Rights without consideration on a date separately
determined by the Board of Directors of the Company if the Board of Directors of the Company deems it
appropriate for the Company to acquire the Stock Acquisition Rights at any time up to the day before thecommencement date of the exercise period of the Stock Acquisition Rights.

- 37 -

7. Transfer approval
Acquisition of the Stock Acquisition Rights by transfer requires the approval of the Board of Directors.
8.

Matters related to capital stock and legal capital surplus
Matters concerning capital stock and legal capital surplus to be increased in connection with the exercise of
the Stock Acquisition Rights and acquisition pursuant to the Acquisition Clause shall be determined inaccordance with applicable laws and regulations.

9.

Fractions
Any fraction of less than one share in the number of shares to be delivered to those who exercise the Stock
Acquisition Rights shall be rounded down. However, if such stock acquisition right holders exercise morethan one stock acquisition right at the same time, the fractions of the number of shares to be delivered tosuch stock acquisition right holders may be calculated by adding up the number of shares to be delivered
upon exercise of each stock acquisition right.

10. Issuance of Certificates of Stock Acquisition Rights
No certificates will be issued for these Stock Acquisition Rights.
11. Number of the Stock Acquisition Rights to be allotted to shareholders
The Company shall allot the Stock Acquisition Rights at a ratio of one (1) Stock Acquisition Right per one(1) share of common stock of the Company (excluding common stock held by the Company).
12. Shareholders eligible for gratis allotment of the Stock Acquisition Rights
The Company shall allot the Stock Acquisition Rights to all shareholders (excluding the Company) of theCompany’s common stock whose names appear or are recorded in the final shareholders’ register as of therecord date separately determined by the Board of Directors.
13. Total Number of the Stock Acquisition Rights
The total number of Stock Acquisition Rights shall be the same as the final number of shares issued by theCompany as of the record date separately determined by the Board of Directors (excluding the number ofshares of common stock held by the Company).
14. Effective date of the gratis allotment of the Stock Acquisition Rights
The effective date of the gratis allotment of the Stock Acquisition Rights shall be separately determined by
the Board of Directors on a date after the record date, also to be separately determined by the Board of
Directors.
- End -- End -

- 38 -

(Reference)
Composition and skills matrix of the Board of Directors if Proposals 3 and 4 are approved as originallyproposed

Akitomo
Tamai
Akiyoshi
ShinodaTetsuyuki
Azuma
Osamu
Fujii
Kazuyuki
Kitta
Toshiaki
YakuraKenji
YahiroTatsuoHasunuma
Rei
Sugihara

Overseas
Businesses

Production,
Technologies&
Development

●

●

●

●

●

●

●

●

●

Sales & Marketing

Corporate
Management

Manufacturers

TradingCompanies●●

Finance &Accounting

●

Human
Resources &Labor

Legal Affairs& RiskManagement●●

OutsideOfficers &Independence

●
●

●

●

●

●
●

●
●

- 39 -●●

Selection criteria for Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals
satisfying the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management in general,
financial and legal affairs, corporate governance and other issues that are deliberated or resolved at
the Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable of expressing
useful opinions and giving advice regarding the matters related to corporate management, including
business strategy, formulation of medium-term management plan, etc.
Criteria for independence of Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals that do
not fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the present
and the past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer or
employee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent to
2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s consolidated
net sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is the Accounting
Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to the
remuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares- 40 -